Creating a Strong Marketing Consulting Agreement Template

Overview of Marketing Consulting Agreements

Crafting a Robust Marketing Consulting Agreement Template
Marketing consulting agreements are contracts between a marketing consultant and a business that wants to hire that consultant to promote their products and/or services. These agreements are crucial for both the marketing consultant and the business that is hiring them because they help to define the scope of the work that is to be done, the compensation involved, and other important details about the nature of the relationship. If there were no marketing consulting agreement, either party could claim that the other had not upheld their end of the deal, and it could become very contentious as to what was expected of each party in the arrangement.
There are a number of different situations where a marketing consulting agreement is commonly used . Marketing consultants mostly work with businesses that need to promote their products and services but that do not have the experience or understand the process for marketing. Businesses may also hire marketing consulting arrangements in situations where they want to market a new and innovative product or service and feel that they may need the guidance of someone with more experience, such as a marketing consultant. Some businesses may have only limited budgets for their marketing and advertising efforts, so they do not want to hire a full time marketing team, but can afford a consultant to help them create plans and strategies that will help them promote their product or service, yet keep their costs down.

What is Included in a Marketing Consulting Agreement

An effective marketing consulting agreement template should clearly define the principal duties and obligations of both parties. The following are key components that an agreement of this type should contain:
Scope of Work
The scope of work section should describe the services to be performed by the consultant. This terminology should include both a general statement of the services and specific deliverables. General statements might include the following:
Specific deliverables will often vary depending on the nature of the work performed, but examples may include:
The parties may also agree that additional services may be provided by the consultant. The language might specify the nature of these services, how payment will be made, whether written notice is needed to perform these services, and other important terms. Appendix A should also include such language.
Timing of Deliverables
The parties should clearly define the timetable for the performance of all services. Depending on the scope of work, there may be one or more timetables to follow. Larger and more comprehensive projects may utilize multiple timetables.
Payment Terms
Marketing consultants are generally paid with the assistance of an hourly rate or with a flat fee structure. Either option may be used in the marketing consulting agreement. The agreement might specify the payment terms for each type. In addition, the parties may establish an hourly rate based on a consultant estimate of hours and the exact number of hours worked over the entire life of the contract. Sometimes, the consultant may provide an estimate of hours only for a specific task.

Safeguarding Intellectual Property and Confidential Information

Marketing is an activity that often involves a great deal of creativity and intellectual energy. If your business needs to create content in the course of its marketing efforts, it may be desirable for you to lay claim to any content created by any marketing consultants you engage. In addition, as a business owner, you take on a certain amount of risk whenever you release sensitive information into the wild. Even your own marketing consultant might be interested in using your information for their own purposes.
Intellectual property rights clauses allow you, as the company hiring the marketing consulting service, to lay claim to all intellectual property assets generated in the course of your contract. Marketers know that these clauses generally protect the hiring company more than the service provider, which helps to ensure that your marketing consultant will not be developing competing marketing strategies for your business. The scope and ownership of these assets should be explicitly defined, since this will ensure that you—and your marketing consultant—understand what you are entitled to at the end of the contract.
While the terms of each marketing consulting agreement will vary, the most comprehensive clauses govern the following areas: Some level of confidentiality is likely appropriate in any marketing consulting agreement. You probably don’t want your marketing consultant sharing your proprietary information with its other clients, nor allow them to "leak" your ideas to competitors. These clauses seek to prevent that issue by explicitly outlining what kind of information is considered sensitive and the penalties for violating that confidentiality.
Issues regarding confidentiality or intellectual property can be very complex. An experienced lawyer can help your business craft a robust marketing consulting agreement template that addresses these areas in effective and enforceable terms.

Negotiation of Provisions

Negotiating the terms and conditions of a marketing consulting agreement is often an essential part of developing a successful consultant engagement. For clients and consultants alike, being flexible with their positions with respect to the points under negotiation is the best approach to reaching a mutually beneficial agreement. Three of the most common points of negotiation with respect to a marketing consulting agreement are: (1) fees; (2) project milestones; and (3) termination conditions.
Points of Negotiation
With respect to fees, most consultant agreements provide for an hourly fee, or for fees to be paid by a flat rate or on a fixed basis not tied to the number of hours worked. Either approach may work, so long as there is adequate language relating to the procedures for invoicing, payment rates for overtime, and for the reimbursement of expenses. Honest and open discussions with the client on the consultant’s fee expectations can streamline negotiations and may increase the willingness of the client to pay a premium for the consultant’s services.
With respect to the timing of fee payments, some marketing consultants prefer to have fee payments made at the commencement of the engagement, or on an installment basis, as project milestones are reached. Others prefer payments to be made every few weeks or months. The point of negotiation here should be to come to agreement on a solution that benefits both parties.
Finally, addressing termination conditions in a marketing consulting agreement is critical. It is crucial to both the client and the marketing consultant to be treated fairly in the event that the relationship needs to be terminated due to adverse circumstances, such as bankruptcy, default, insufficient cash flow, the consultant’s failure to perform, or other factors that make it impossible or impractical for the client or consultant to continue to participate in the business. Provisions related to termination can be difficult to address, and care should be taken to ensure that the agreement sufficiently protects both the client and the marketing consultant.

Legal and Regulatory Issues

When drafting a marketing consulting agreement template, there are several legal considerations to keep in mind. First and foremost, it is important to ensure that the agreement complies with all relevant laws and regulations, particularly those specific to the advertising and marketing industry. This may include compliance with truth-in-advertising laws, intellectual property laws, and data protection laws. It is advisable to consult with an attorney who specializes in advertising and marketing law to ensure full compliance with all applicable laws.
In addition to legal compliance, it is important to include provisions in the marketing consulting agreement template to address any potential legal issues that may arise. For example, it is recommended to include provisions addressing confidentiality and non-disclosure of company and client information , as well as provisions addressing liability and indemnification, to protect both the marketing consultant and the company. The agreement should also include provisions that address intellectual property rights, ensuring that both parties are clear on the ownership of any content created or developed during the consulting engagement.
It is also important to include provisions that address the termination of the consulting agreement, including any notice or termination period that may be required by law. Finally, the marketing consulting agreement template should include a governing law clause, identifying the jurisdiction and state laws that will apply to the agreement. This is particularly important if the marketing consultant will be providing services in multiple states or countries.

Making Your Template Work for Various Marketing Activities

The differences in scope, deliverables, and billing arrangements will require virtually every marketing project you undertake to follow a unique one-of-a-kind agreement. That said, there are points of commonality across different projects that can be tailored and restated throughout your template. The following sections are likely to need paragraph reordering and word modifications up to and including entire paragraphs being removed or replaced.
Digital Marketing
Specific obligational provisions and applicable company or third-party policies may need to be included in the engagements of some digital marketing projects. SEO, website development, content management systems and computerized database-driven applications may require specific and supplemental definitions and representations, warranties and indemnities, and provisions concerning ownership and non-disclosure. If an engagement for a website is a stand-alone project, you may need to delete references to the change in circumstances and removal of online content sections, and reword those provisions to track what will occur if the client decides to take the website down or stop the hosting through your company. Client permission to use materials in websites is also worth considering in these agreements, for SEO, content and digital advertising projects. Determining whether to include and delete boilerplate language is a review-by-review process, with the two points above being illustrative only.
Content Strategy
Similar to digital marketing, content strategy engagements may resemble a stand-alone project including the delivery of the product. In that case, you might not wish to track performance issues through the duration of the agreement into the renewal term and, instead, delete the obligation and replace it with a statement tracking the key performance metrics needed by the client, so the contractual language does not imply you will continue to be paid on the basis of these metrics.
SEO Services
SEO Services is, however, a very specialized area that can track obligations for months and years for monthly, quarterly, or annual renewals. When compared to other services that you may offer, the engagement tracts forward with specific obligations to be fulfilled on a regular basis. Currently, there is not an industry standard to which tracking language can conform. So this is an area where you will want to include any custom tracking language that you can agree upon with your client in as simple a format as possible.

Marketing Consulting Agreement Template Tips

While a marketing consulting agreement template can be a valuable starting point, it’s essential to use it effectively to ensure a solid contractual foundation. Here are some best practices to keep in mind:
Review the Document Thoroughly – Don’t simply fill out the blanks in the template and call it a day. Make sure to read it carefully and ensure you understand all of the terms and conditions. If you have any questions or concerns, don’t hesitate to consult with a legal professional.
Customize to Suit Your Needs – No two businesses are exactly alike, so it’s crucial to tailor the marketing consulting agreement to fit your specific situation. This may involve adding or removing clauses, changing the language to reflect your unique needs, or seeking additional terms to protect your interests.
Ensure Both Parties Understand the Agreement – Both you and your marketing consultant or agency should fully understand your rights and obligations under the agreement. Take the time to go over the document together, and address any questions or concerns upfront to avoid issues down the line.
Periodically Review and Update – As your business evolves, the terms of your relationship with your marketing consultant may need to change as well. Set a regular schedule for reviewing the agreement (such as annually) and make any necessary updates to ensure it continues to meet your needs.
Consider Consulting a Professional – While using a marketing consulting agreement template can be a good starting point, there’s no substitute for professional legal advice. Consulting with an experienced attorney can help you better understand the implications of your agreement and ensure that you’re fully protected.

Final Thoughts: Having a Comprehensive Agreement

A marketing consulting agreement template serves as the cornerstone for successful professional relationships. By clearly establishing the scope of work, compensation structure, ownership rights, confidentiality, termination and indemnification provisions, consultants and their clients can avoid many of the common pitfalls of contractual arrangements . It is the key to maintaining a harmonious and successful business relationship between a consultant and client.